LOOK BOOK : OFFSHOREfirstoffshore.com/books/pdf/off-rak.pdf · RAK International Corporate Centre...
Transcript of LOOK BOOK : OFFSHOREfirstoffshore.com/books/pdf/off-rak.pdf · RAK International Corporate Centre...
LOOK BOOK : OFFSHORE
RAK International Corporate Centre (RAKICC)
RAK INTERNATIONAL CORPORATE CENTRE (RAKICC)
OVERVIEW:
RAK International Corporate Centre (RAK ICC) is a Corporate Registry operating in Ras Al
Khaimah, United Arab Emirates.
RAK International Corporate Centre is the consolidation of two company registries in Ras
Al Khaimah; namely RAK International Companies (formerly a part of RAK Free Trade
Zone) and RAK Offshore (formerly a part of RAK Investment Authority). RAK International
Corporate Centre (RAK ICC) was formed as per the Decree No.12 of 2015 and as
amended by Decree No.4 of 2016.
RAK International Corporate Centre is responsible for the registration and incorporation of
International Business Companies, as well as providing a full suite of Registry services related
to International Business Company activity. RAK International Corporate Centre is a
modern, world class Company Registry operating in full compliance with international
standards and best practices in the International Business Company formation industry.
RAK International Corporate Centre will be at the forefront of International Business
Company formation services and continually develop our suite of products to meet the
needs of our customers.
RAKICC is governed by the:
- RAK ICC Business Companies Regulations 2018
- RAK ICC Registered Agent Regulations 2018
PRODUCT & SERVICE:
Company Limited by Share means that the liability of the shareholders to creditors of
the company is limited to the capital originally invested i.e. the nominal value of the
shares and any premium paid in return for the issue of the shares by the company.
The memorandum of a Company Limited by Shares shall state the maximum number of
shares that the company is authorized to issue or that the company is authorized to issue
an unlimited number of shares; and the classes of shares that the company is authorized
to issue and, if the company is authorized to issue two or more classes of shares, the rights,
privileges, restrictions and conditions attaching to each class of shares.
This type of company shall at all times have at least one shareholder and one director. The
company may issue bonus shares, partly paid shares or nil paid shares. Shares may be
held by more than one person as joint owners. The name of each such joint owner shall
be entered in the register of members as holders of the relevant shares. A company shall
state in its articles the circumstances in which share certificates shall be issued. Such share
certificates shall be signed by at least one Director of the company.
Company Limited by Guarantee could be set up with RAKICC as a company
authorised to issue shares or as a company not authorised to issue shares. The name of a
limited company, shall end with the word “Limited” or “Incorporated” or the abbreviation
“Ltd” or “Inc”.
In the event of winding up of a Company Limited by Guarantee, any former guarantee
member who was a guarantee member in the period of one year prior to the commencement
of the winding up shall be liable to contribute an amount not exceeding the amount
guaranteed by such person to the assets of the company for the payment of its debts
and liabilities, and the expenses of winding up, and for the adjustment of the contributions
of that company’s guarantee members and former guarantee members that such
former guarantee member would have been liable to contribute had the winding up
occurred on the last day of their membership of the company.
Restricted Purposes Company is a corporate entity that is designed to act as a
special purpose vehicle.
A Restricted Purposes Company is a company limited by shares whose memorandum
states – (a) that the company is a restricted purpose company; and (b) the purpose or
purposes for which the company is incorporated.
Restricted Purposes Company are predominantly used for specific purpose. Persons
carrying out business with a Restricted Purposes Company have the additional layer of
comfort that the company may not engage in any activity that is outside its stated
purpose. The restriction on the company activities as stated in its memorandum is binding
on the company, its shareholders and its directors.
Segregated Portfolio Company(or SPC), sometimes referred to as a protected cell
company, is a company which segregates the assets and liabilities of different classes (or
sometimes series) of shares from each other and from the general assets of the SPC.
Segregated Portfolio assets comprise assets representing share capital, retained earnings,
capital reserves, share premiums and all other assets attributable to or held within the
Segregated Portfolio.
Unlimited Company is a hybrid company (corporation) incorporated with or without a
share capital (and similar to its limited company counterpart) but where the legal liability
of the members or shareholders is not limited: that is, its members or shareholders have a
joint, several and non-limited obligation to meet any insufficiency in the assets of the
company to enable settlement of any outstanding financial liability in the event of the
company’s formal liquidation.
Transfer of Domicile /Continuation is the process by which a company/enterprise
moves its domicile from one jurisdiction to another by changing the country under whose
laws it is registered or incorporated, while maintaining the same legal identity. Companies
re-domicile or opt for Transfer of Domicile for a variety of reasons, the most important
being able to take advantage of a tax neutral environment and/or the availability of a
network of Double Taxation Agreements, to align their place of registration with their
shareholder base, or to access specialist capital markets.
STEPS TO FOLLOW FOR TRANSFER OF DOMICILE
Step 1- Application and Name Check
Request to re-domicile a foreign company is submitted by the registered agent
to the Registry.
Step 2- Submission of Documents
- Documents required for Continuation
- KYC requirements for individual shareholder/director/secretary
- KYC requirements for corporate shareholder/director/secretary
Step 3 – Review
Due diligence Check & Review
Step 4 – Acceptance Confirmation
Issuance of Invoice / Payment
Step 5 –Approval & issuance of Certificate of Continuation by the Registrar
FAQ:
New Incorporation
In RAKICC a company can be incorporated only through registered agents. Upon
submission of documents an IBC is incorporated within 2 working days.
Company Limited by Shares
Company Limited by Guarantee
Restricted Purposes Company
Segregated Portfolio Company
Unlimited Company
NAME POLICY
The liquidated name or changed name will be permitted to be used only after the expiry
of 3 years from the date of liquidation or from the date of name change.
A name shall be approved as stipulated in the Regulations where the suffix of the name
will be determined based on the type of company being incorporated.
In case of existence of same name or restricted name with the Registry then prior to
applying for Transfer of Domicile the company shall change its name in the seat of
incorporation.
SHARES
Bearer share structure is not permitted under RAKICC.
A company is permitted to hold treasury shares.
All rights and obligations attached to a treasury
share will be suspended and shall not be exer-
cised by or against the company while the
company holds the shares as treasury shares.
The RAKICC Business Companies Regulations
2016 permits a company to issue bonus
shares, partly paid shares or nil paid shares.
A company may issue shares with and without par values. Issuance of fractional shares is
also permitted.
A share with a par value may be issued in any currency.
RENEWAL
Renewal applications shall be submitted 30 days prior from the date of expiry, where 30
days from the date of expiry is the grace period for processing without penalty. If the
renewal is applied in 180 days from the date of expiry, a penalty will be charged for each
month after the grace period.
The renewal invoice would be sent a month in advance of the renewal date along with
the following documents:
- Latest lease deed of the office premises
- Renewed Professional license copy
- Renewed / latest Passport copies of the promoters
Strike Off:
The members, directors & registered agents will not be free from liabilities or responsibilities
towards a struck off company as the company continues to exist until it is liquidated.
A company can be restored by its members or
directors within a period of 3 years from the date
of strike off and creditors can request for
restoration of the company within a period of
10 years.
Agent resignations for struck off companies
will not be accepted as the company can
be restored within the stipulated time, and at
the time of such restoration the company
should have a registered agent.
Summary of Requirements for Individual Shareholder:
Passport CopyA clear copy of your passport, showing the photo page and signature page. The passport
must be valid for six months from the date of application.
CV or ResumeA copy of your recent Curriculum Vitae or Resume with your full contact details.
Utility BillAn original latest utility bill such as; telephone, electricity gas, water, etc., showing your full
name and complete current address.
Important Note:
In the event that a Utility bill is not available, a letter of address confirmation issued by the
Local Municipality or Local Authority in the country of origin is acceptable
Al l documentation must be provided in English, or with an accompanying English
translation.
Summary of Requirements for Corporate Shareholder:
Certificate of IncorporationCertified True Copy of the Certificate of Incorporation.
Trade LicenseCertified True Copy of the license.
Memorandum and Articles of AssociationCertified True Copy of the Memorandum & Articles of Association
Certificate of IncumbencyAn original latest Certificate of Incumbency or a legal document issued by the registrar,
which confirms name of the shareholders and directors of the company.
Certificate of Good StandingIf the Corporate Entity is an Offshore, an original Certificate of Good Standing is required.
Shareholder’s ResolutionAn original Shareholder’s Resolution confirming the establishment of the new company;
and confirming the name of the person authorized to sign the company formation
documents; it must be attested by the Registrar.
Important Note:
If established in UAE, it must be stamped by the governing body where the company was
formed.
If establish outside UAE, it must be stamped by the Ministry of Foreign Affairs and the UAE
Consulate in the Country of Origin.
All documents need to be provided in English, or with an accompanying English
translation.
Timeline:
Company Formation (Individual & Corporate) – 2 working days upon submission of all
required documents to Registrar.
Cost:
Starting from USD 2,250 - Company Formation
USD 249 – Bank account opening assistance
Thank you for choosing
Your trusted partner since 2004